General partnership
1. A general partnership can
generally be constituted in any
form by contract or conduct of the
partnership unless immovable
property is contributed.
2. The members of the partnership is
composed only of general partners.
3. Retirement, death, insanity or
insolvency of a general partner
dissolves the partnership
4. General partners have an equal
right in the management of the
business
5. Governed by Article 1839 of the
Civil Code with regard to
dissolution and winding up
6. General partner’s are personally
liable for the partnership obligation
7. The general partner is the proper
party to the proceedings against
the partnership
Limited Partnership
1. A limited partnership must be
executed in a certificate of limited
partnership that is duly signed and
sworn to by all the partners. Also, it
is to be recorded in the SEC.
2. The members of the partnership is
composed of one or more general
partners and one or more limited
partners.
3. Retirement, death, insanity or
insolvency of a limited partner does
not dissolve the partnership for his
executor or administrator shall
have the rights of a limited partner
for selling his estate.
4. Limited partner has no share in the
management of a limited
partnership and holds himself liable
to the partnership creditors as a
general partner if he takes part in
the control of the business
5. Governed by Article 1863 of the
Civil Code with regard to
dissolution and winding up
6. Limited’s partners liablitiyextend
only to his capital contributions
7. The limited partner is not the
proper party to the proceedings
against the partnership except if he
is also a general partner and where
the object of the proceeding is to
enforce a limited partner’s right
against or liability to the
partnership.